UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-49790
CUSIP Number: 92343X100
NOTIFICATION OF LATE FILING
(Check One):
|_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q |_| Form N-SAR |_| Form
N-CSR
For Period Ended: July 31, 2006
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Verint Systems Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
330 South Service Road
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Address of Principal Executive Office (Street and Number)
Melville, New York 11747
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City, State and Zip Code
PART II
RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
|_| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or
portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
Verint Systems Inc. ("Verint") plans to file its Quarterly Report on Form
10-Q for the quarter ended July 31, 2006 as soon as practicable, but does
not currently expect that it will be filed on or before the fifth
calendar day following the required filing date as prescribed in Rule
12b-25.
Prior to Verint's initial public offering in May 2002, Verint was a
wholly-owned subsidiary of Comverse Technology, Inc. ("Comverse") and, as
a result, during that period certain Verint employees received from
Comverse options to purchase Comverse common stock. Since May 2002 (other
than the June 2002 repricing of stock options by Comverse) no Verint
employee received compensatory awards from Comverse. As previously
announced, the Board of Directors of Comverse, now the 57% stockholder of
Verint, has created a special committee (the "Comverse Special
Committee") composed of outside directors, to review matters relating to
Comverse's stock option grants, including the accuracy of the stated
dates of Comverse option grants and whether Comverse followed all proper
corporate procedures.
While Verint does not participate in, and is not privy to, the substance
of the Comverse Special Committee's review, Verint has been informed that
although the Comverse Special Committee has not yet completed its work or
reached final conclusions, it has made substantial progress towards
completing its investigation and reached a preliminary conclusion that
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the actual dates of measurement for certain past Comverse stock option
grants for accounting purposes differed from the recorded grant dates for
such awards.
As previously announced, Verint was recently provided preliminary
measurement dates of Comverse stock options issued to Verint employees.
In that regard, Verint expects to record non-cash stock-based
compensation expense to prior periods. Based on the preliminary
measurement date conclusions of Comverse, Verint expects that such
non-cash charges may be material for certain periods and Verint therefore
preliminarily expects to restate its historical financial statements for
each of the fiscal years ended January 31, 2005, 2004, 2003 and 2002.
Such charges could also affect periods prior to the fiscal year ended
January 31, 2002. In addition, on April 14, 2006, Verint concluded that
its historical financial statements and any related reports of its
independent registered public accounting firm for such periods should no
longer be relied upon. In addition to such stock based compensation
charges, Verint also expects to record certain material tax charges, make
various tax payments and pay third party fees and expenses relating to
the impact of the Comverse backdated options. These amounts have not yet
been determined.
Note: Certain statements in this Form 12b-25 concerning Verint's future
revenues, earnings per share, results or prospects are "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995.
There can be no assurances that forward-looking statements will be
achieved, and actual results could differ materially from forecasts and
estimates. Important risks, uncertainties and other important factors
that could cause actual results to differ materially include, among
others: potential impact on Verint's financial results as a result of
Comverse's creation of a special committee of the Board of Directors of
Comverse to review matters relating to grants of Comverse stock options,
including but not limited to, the accuracy of the stated dates of
Comverse option grants and whether Comverse followed all of its proper
corporate procedures and the results of the Comverse special committee's
review; the effect of Verint's failure to timely file all required
reports under the Securities Exchange Act of 1934, and the resultant
potential delisting of Verint's common stock on NASDAQ; the impact of
governmental inquiries arising out of or related to option grants;
introducing quality products on a timely basis that satisfy customer
requirements and achieve market acceptance; lengthy and variable sales
cycles create difficulty in forecasting the timing of revenue;
integrating the business and personnel of Mercom and CM Insight and
Verint's other acquisitions, including implementation of adequate
internal controls; risks associated with significant foreign operations,
including fluctuations in foreign currency exchange rates; aggressive
competition in all of Verint's markets, which creates pricing pressure;
managing our expansion in the Asia Pacific region; risks that Verint's
intellectual property rights may not be adequate to protect its business
or that others may claim that Verint infringes upon their intellectual
property rights; risks associated with Verint's ability to retain
existing personnel and recruit and retain qualified personnel in all
geographies in which Verint operates; decline in information technology
spending; changes in the demand for Verint's products; challenges in
increasing gross margins; risks associated with changes in the
competitive or regulatory environment in which Verint operates;
dependence on government contracts; expected increase in Verint's
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effective tax rate; perception that Verint improperly handles sensitive
or confidential information; inability to maintain relationships with
value added resellers and systems integrators; difficulty of improving
Verint's infrastructure in order to be able to continue to grow; risks
associated with Comverse Technology, Inc. controlling Verint's business
and affairs; and other risks described in filings with the Securities and
Exchange Commission. All documents are available through the SEC's
Electronic Data Gathering Analysis and Retrieval system (EDGAR) at
www.sec.gov or from Verint's website at www.verint.com. Verint makes no
commitment to revise or update any forward-looking statements except as
otherwise required by law.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Peter Fante (631) 962-9600
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|_| Yes |X| No
Verint did not file its Current Report on Form 8-K/A, which would have
amended the Current Report on Form 8-K dated January 9, 2006 to include
the financial information required by Form 8-K in connection with the
January 9, 2006 acquisition by the Company of MultiVision Intelligence
Surveillance Limited's networked video security business.
Verint did not file its Annual Report on Form 10-K for the fiscal year
ended January 31, 2006.
Verint did not file its Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 2006.
(3) Is it anticipated that any significant change in results of operations for
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
On September 11, 2006, the Company issued a press release in which it
announced record sales of $92,258,000 for the second quarter of fiscal
2006, ended July 31, 2006, an increase of 23.5% compared with $74,709,000
in sales for the second quarter of fiscal 2005. The Company also reported
that its sales increased 5.2% sequentially, compared with $87,736,500 for
the first quarter of fiscal 2006.
Due to the uncertainty arising out of the Comverse Review, except as
described above, the Company at this time cannot provide a reasonable
estimate and comparison of the results of its operations for the fiscal
quarter ended July 31, 2006 compared to such 2005 results.
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Verint Systems Inc.
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(Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 12, 2006
VERINT SYSTEMS INC.
By: /s/ PETER FANTE
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Name: Peter Fante
Title: General Counsel